Crossroads
by flutterdash1
Summary: Scootaloo feels lonesome because her friends both got their cutie marks but her flank is blank. Trixie still travels without friends and is no longer welcome to perform anywhere. The two meet on the road and share wine and woes. Misery loves company, and company in bed is all the more pleasant. [[FOALCON]]


_Speed._ Speed was the solution to problems. Scootaloo had learned that from Rainbow Dash. Speed took her places new and took her away from places she did not want to be. That was the goal of this moonlit ride; getting away from her friends. More specifically; getting away from their cutie marks. Those horrible, horrible symbols of talent that taunted Scootaloo every minute of every day.

Applebloom was the first one to find her talent. She had been working with Applejack in the market square a year ago when the elder sister needed to go help Pinkie Pie with something, leaving Applebloom to sell apples on her own. A few minutes later Applejack returned to find an empty cart, an overflowing bag of bits, and a younger sister with a red apple resting atop a small pile of bits decorating her flank.

Six months later the trio received a letter from Applebloom's cousin, Babs, telling them how she had gotten her cutie mark; the emblem of the Cutie Mark Crusaders. She had gotten it after three of the Crusaders from Manehatten had found their special talents. Three weeks later, Sweetie Belle got her cutie mark while helping Rarity design a dress. Like her sister, she received a gemstone on her flank; a fire ruby similar to the one Rarity often wore on a necklace.

Three months later and Scootaloo still had not yet found what she was good at. Her friends wanted to help her and they continued to crusade with her, but the more and more she thought she felt like she was just being pitied by them. They always seemed to go out of their way to show off their talents and flash their cutie marks. They even went so far as to tell Scootaloo it was no big deal that she still hadn't found her talent.

_Ugh, they sound like the adults!_ she thought bitterly. Resentment did not feel good at all and it hurt her to think of her friends that way, but she couldn't help it at times. When she was unable to avoid it, she took her scooter out on the road and sped through the countryside. Scootaloo had learned to fly shortly before Applebloom had gotten her cutie mark, but she did not feel as much solace in flying as she did when on her scooter. The vibration of the wheels against the ground, the scenery so near her moving past so quickly, it was all much better than flying.

Tonight she rode north out of Ponyville, skirting along the edges of the Everfree Forest. She figured that at her speed she might be able to make it to Tall Tale and back before dawn, though she did not think she would have to go _that_ far. Already she was feeling a little better. She would ride a few more miles then turn around.

The Great and Powerful Trixie did not feel so Great or Powerful at night. She was not afraid of the dark or any trivial matters of the like, she just felt the pain of loneliness when she pulled her cart off to the side of the road outside of any towns or cities. No ponies around to watch her. To idolize her. To even acknowledge her.

It had been months since her last performance, and even longer since she had drawn more than a dozen ponies into a crowd. For the last few weeks she had given up trying to earn bits with her magic and instead was now simply looking for any town that had some odd jobs available. Her cart was her only home so she kept it, but many of her performance props had been pawned off for food money. The paint was faded and most of the letters had long since become illegible due to weather damage.

She was sitting on the edge of the open side of her cart, looking up at the sky. She liked to watch the stars at night when she was not tired; it made her feel slightly less lonely. All of those stars, looking down at her. Watching her. Seeing her.

A buzzing sound distracted her from her thoughts. Blinking, the blue unicorn leaned forward and dropped off the edge of her cart to the ground. She looked up and down the road, peering through the moonlit darkness. She waited, still and silent, as the sound grew louder and louder. She was able to recognize the direction and stood by her cart. If someone was going to try and take or break her home she was going to put her hoof down. She'd lost enough already.

The sound took form after a couple of minutes and soon Trixie was able to distinguish the approaching shadow as something small with a trailing cloud of dust. As it drew closer the unicorn flashed some light from her horn in an attempt to illuminate the approaching figure.

Scootaloo had not been expecting a sudden flash of light. She had not seen Trixie or her cart up ahead due to the darkness and her lack of real focus at the moment. Her thoughts continued to distract her. When the bright blue light shined into her eyes though she lost all concentration and balance. Her scooter jerked to one side and rolled, flipping Scootaloo off of it and sending her bouncing across the ground.

"Ugh! Ouch! Ooof! Eeek!" she squeaked as she bounced to a stop not far from where Trixie stood. "What the hay!?" she shouted, rubbing her eyes with one hoof and her flank with the other.

"Oh dear!" Trixie said, approaching quickly, "I'm sorry! I just wanted to see who was coming."

Scootaloo glanced at Trixie, for her voice sounded quite familiar. The dim light did not make it easy to distinguish Trixie's blue from various other shades of blue and purple, but the silvery shine of her hair helped to illuminate her face somewhat, offering some recognition.

"Hey, you're that Trixie pony." she said.

"Huh? Oh, why, yes." Trixie said, smiling a little. It felt good to be recognized. "Are you a fan of my show?"

"Hay no!" Scootaloo said. She stood up and shot Trixie a mean look. "Every time you came to Ponyville you caused big problems, like the Ursa Bear thing and then you banished Twilight and acted like you were King!"

"Oh..." Trixie said, her ears dropping a little along her mane. "You're from Ponyville. I didn't know I was so close." She felt an uncomfortable churning in her stomach.

"You're not that close," Scootaloo said, "I've been riding for a couple hours now."

"Why are you out here?" Trixie asked. The filly was still a blankflank and being this far from home on her own was rather perplexing. And dangerous to boot; the Everfree Forest was near. From what she knew of Ponyville and the surrounding area, the filly would need to have gone through it to get this far north.

"None of _your_ business." Scootaloo said as she walked away from Trixie to pick up her scooter from the road. "Why are _you_ out here?"

"Because _I_ don't have a place to go." Trixie said, somewhat bitterly. The last thing she needed was backtalk from this child. "Do you think you're the only town that has thrown me out?"

This caught Scootaloo unawares. She had thought that Ponyville _was_ the only town to not like Trixie. The way she had always boasted had Scootaloo thinking that she could just go to Manehattan and be rich and famous and obnoxious all she wanted.

Scootaloo looked past Trixie and at the cart. The one side was folded down but she could not see inside from this angle. The moonlight illuminated the one large side that had once been blazoned with Trixie's name and some stars and magical swirls. Now it looked badly worn and damaged; the paint having peeled away entirely in places, exposing splintered wood.

She looked back down at her scooter, not thinking too much about Trixie's problem since she had one of her own; the crash had snapped one of the wheels off of her scooter. "Great," she muttered.

"Don't mock me," Trixie shot and turned around to walk back towards her cart.

"I'm not," Scootaloo said, lifted the wheel and turned it around to show it to Trixie. "You broke my scooter." This paused Trixie in her steps and she cast a skeptical look over her shoulder. Indeed, the wheel was separated from the rest of her toy.

"You were the one who crashed," she pointed.

"Because you flashed that light in my face!" Scootaloo argued. Trixie rolled her eyes and sighed.

"Fine," she said, "bring your toy here. I will try to fix it."

"Its not a toy," Scootaloo mumbled as she picked up the scooter and slung it over her back. She used her wings to support it and her hoof to clutch the broken wheel. Trixie stepped up into her cart and held a hoof down to help the smaller Scootaloo climb in.

The dark cart was illuminated after a moment by the glow of Trixie's horn, and soon thereafter by a few candles scattered about on various surfaces. The scooter was taken by Trixie's aura and pulled over to a cluttered table which Trixie cleared by swiping the contents off onto the floor with her hoof. She put the scooter on the table and brought a candle over closer to it for better light.

Scootaloo handed her the wheel when she gestured for it and looked around while Trixie began to work some magic. .

The inside of the cart was in as poor condition as the outside. There were a few tattered remains of posters on the walls, some calendars with dates circled and crossed out and some dollar signs with smiley faces or frowny faces, the smiling ones being crossed out and the frowny ones being far more numerous.

There were shapes on the walls where shelves had been removed or broken off and some empty shelves with dust patterns that indicated things used to be there. A few empty boxes haphazardly stacked in one corner, all empty. The place looked not unlike the Cutie Mark Crusader clubhouse before Applebloom had fixed it up.

"Where are all of your things?" Scootaloo asked, "Were you robbed?" She remembered seeing the inside the cart when Trixie was in Ponyville and had made the Cutie Mark Crusaders clean it out for her. There had been posters and trophies and medals and all manner of bric a brac within to pique the curiosity of the fillies. Now it was empty and unkempt. She couldn't even see Trixie's cape or hat anywhere.

"Sort of," Trixie muttered while focusing on the filly's scooter. She was not very good with magic outside of spectacle; she could only levitate one or two items at a time and knew a limited variety of spells that were not just flash and pomp. Trying to mend the snapped wooden axle of the scooter was on the outer verge of her ability and she was focusing on trying to repair it.

"Sort of?"

"When you don't make any money," Trixie said, her focus slipping now, "and you don't have parents to pay for your things," She added, realizing that a child likely did not grasp the concept of paying for needs, "you need to sell what you have so you don't go hungry."

"My parents don't pay for my things." Scootaloo said as she continued to walk around the small cart, looking at the absense of items. "Who would want to buy your medals and trophies?"

"Ponies who want to melt them down for the metal they are made out of."

"But they were gold...and that's a lot of money right?" Scootaloo asked.

"No, they were painted gold." Trixie said, "Worth a lot less than you think."

"Then why did you bother keeping them?" Scootaloo asked. Trixie gritted her teeth and slammed her hoof on the table, making Scootaloo jump.

"Because they meant that I was somepony!" She said, turning and giving Scootaloo an angry look similar to the one Scootaloo had given her when she had crashed. "Because they showed everyone that I mattered. That I was the Great and Powerful Trixie!" She stood on her hind legs and threw her hooves in the air, striking her classic pose and, for a moment, Scootaloo saw the look of joy and confidence on her face that she remembered.

When she was standing on all fours again her eyes were no longer looking angrily at Scootaloo, but were focused on something else, something not present. "Because they made my parents proud of me when they were..." She bit her lower lip and turned away, her horn glowing once more as she went back to work on Scootaloo's scooter.

The filly had seen the glitter of tears in Trixie's eyes as she turned in the candlelight though. She frowned. Scootaloo knew the overwhelming urge to make parents proud.

"Well...at least you had them for a while," Scootaloo, "My dad only says I'm his kid when I'm on a school team and do something good during a game."

"What about your mom?" Trixie asked, lifting a hoof up to wipe her eyes.

"I don't know," Scootaloo said, "She's never home when I come home. She yells at dad a lot when i'm trying to sleep."

Trixie was silent for a little, staring down at Scootaloo's scooter while not really seeing it. "What's your name?" She asked.

"Scootaloo," Scootaloo answered, looking back at Trixie now instead of around at the depressing surroundings.

"I'm sorry Scootaloo," Trixie said, "but I can't fix your scooter."

"Oh..." Scootaloo said, her wings folding close to her body and her ears folding down. That was hard for her to take. The scooter was special to her. It was her freedom from the hardships of her life and her way out whenever she needed. Simply having it someplace she could get to whenever she wanted had been a relief.

"I'm sorry..." Trixie said again. Scootaloo looked towards her to try and say it was alright even though it wasn't, but she found herself unable to speak due to the quivering of Trixie's shoulders. The unicorn's head was bowed and her eyes were screwed shut over the scooter. Tears ran freely down her muzzle and her lower lip quivered.

Sniffling sharply, Trixie let out a sob before crying, "I can't do anything useful. I can't do anything. I-I-I-" she choked on her own sobs for a moment before putting her forelegs on the table and burying her face in them.

Scootaloo felt herself tearing up a little bit. She hated seeing other ponies cry, no matter who they were or how much or how little she liked them. Trixie might not have been her favorite pony, but she had tried to fix her scooter at least, and that was nice. She should not be getting upset over Scootaloo's problem.

The filly walked up beside Trixie and tapped her gently on the side. "Miss Trixie, its okay. Its just a scoot-"

"Its not that," Trixie said, her voice choked with misery and muffled by her forelegs. "I-I-I can't do a-anything."

"But you're a famous magician." Scootaloo said, trying to cheer Trixie up.

"Hah!" the older unicorn laughed, pulling her face from her forelegs with an almost manic look on her face. It only lasted a moment before she looked bitter and distraught. "Famous for being a failure!" she said, ending her outburst with another sob.

Giving a great sniff, she walked to the other end of her cart and pulled open a cupboard door. A bottle floated out in a blue aura and was set down on the top of the cupboard. "Most unicorns my age can open a cabinet, pull out a bottle of wine, open it, and pour it in one motion," She said, though Scootaloo was uncertain if she was being spoken to or just overhearing bitter muttering. "I need to separate each action, and even then I usually drop my glass."

Trixie opened the bottle with her mouth and carried it magically over to a lump of fabric that Scootaloo had not recognized as a bed until Trixie sat on it and the mattress shape became visible under grey blankets. The bottle floating by the unicorn's head tilted itself into the crying mare's open mouth and she started to sip from it. Scootaloo had a flashback to a time she watched her mother chug a bottle of some alcohol in a few minutes but the illusion was broken when Trixie removed the bottle from her mouth after barely a sip.

The bottle set down on the floor while Trixie looked down at it, tears dripping from her chin. Scootaloo approached, her own eyes welled full of tears by now, and stopped beside her.

"Go ahead," Trixie said with the sound of someone who had been beaten by the world into submission, "Make fun of me. The Great and Powerful Trixie indeed." Instead of a comment or a jest as she was expecting, Trixie felt a warm sensation around her neck. It took her half a second to realize that Scootaloo was giving her a hug, and Trixie recognized the sound of a sniffling nose when she heard one. The filly was crying for her.

By reflex, Trixie wrapped her forelegs around Scootaloo's body and hugged her back. The touching gesture by the filly made her cry again, only this time with more fervor. The sobs did not stab in her throat this time, however, and the tears did not burn. It was almost a relief. Scootaloo was pitying her, and while pity was something Trixie would never admit to wanting or needing, it was exactly what she needed. She needed, if only for a couple of minutes,for somepony to care.

And it felt good.

For a few minutes the two just held each other and cried. The crying faded but the hugging did not, not until both of their eyes had dried of tears and they were breathing normally again.

"Thanks," Trixie said softly.

"I didn't do anything," Scootaloo said.

"No, no, you did," Trixie said, "Thanks."

"Okay," Scootaloo said. She broke the hug first, mostly because Trixie had been holding her wings at a somewhat irritating angle that was now quite uncomfortable after all that time. Standing beside the bed, Scootaloo arched her back and flapped her wings to stretch the muscles.

"So, um, if you don't mind me asking," Scootaloo said, "How can you do your amazing magic like you did in Ponyville but you can't fix a scooter?"

Trixie looked doefully at Scootaloo and then took a deep sigh. "My magic is not like the magic you probably are thinking of. Twilight Sparkle has real magic that she can use to great effect."

"But I saw you making things appear and vanish, and you tied Applejack up, and-"

"Tricks, illusions." Trixie said, "My talent is spectacle." She said, turning her flank to Scootaloo so that the filly could see the wand, moon, and magic aura that graced her coat. "My show is mostly tricks. Puffs of smoke, flashing lights, mirrors, wires. All a hoax." She lifted her bottle of wine again and took another sip. "I'm not great. I'm not powerful. I'm just...Trixie."

A solemn look came over her face. "Just Trixie..." She repeated, "No family. No friends." Her eyes began to well up again and Scootaloo tried to think of something to say to keep Trixie calm.

Trixie spoke up first though. "Did you know that I am the last living descendant of Starswirl the Bearded?" she asked. Scootaloo blinked and shook her head. She didn't know much about Starswirl the Bearded other than what she had heard from Twilight Sparkle.

"He was a famous unicorn, right?" she asked.

Trixie nodded. "He was the _most_ powerful unicorn of all time. Even greater than Twilight Sparkle before she became a Princess...possibly more powerful still."

Scootaloo looked in awe up at Trixie. "Really?" she asked, "You're his great great great...er..."

"Fifty-two generations." Trixie said, smiling slightly. "Fifty-two generations of talented unicorns. My great great great great grandfather invented over thirty seven spells. My great great grandmother was the founder of the Mystical Magical Circe de Momente."

"Oh my gosh!" Scootaloo burst out, "I loooove the MMCM! I went there with Applebloom's family a couple of times and once with Sweetie Belle and Rarity!"

"I'm glad you enjoyed it." Trixie said, "I used to work for it when I was a filly about your age. I was being raised by my father to be a performer when he had to sell the circus to pay off debts."

"That sucks!" Scootaloo said before thinking that it may not have been the most appropriate comment right now. Trixie nodded her head in agreement but did not smile.

"Yes, it does," Trixie said, " and after that I traveled with my family. They had their own show that they performed out of this very cart." She tapped the floor by the edge of the mattress with her hoof. "My mother got sick and so I stepped up to be my father's assistant. I earned my cutie mark after my third show when the audience applauded so loudly that I could not hear anything else. It felt _wonderful_."

Scootaloo watched Trixie's eyes unfocus again. Was she imagining the crowd cheering again? _She's like Rainbow Dash_ Scootaloo thought, _She performs for the accolades._

"After my mother passed away my dad started to grow more distant," Trixie said, taking another sip from her bottle of wine, "He became worse and worse at the performance until one day he gave up and told me to do it on my own. I did, and I did it well. That was when the Great and Powerful Trixie was born."

She sipped at her wine once more then sighed, "I'm sorry Scootaloo. You don't want to hear-"

"No, keep going!" Scootaloo said earnestly. She wanted to know how Trixie went from the Great and Powerful to so sad and broken.

Trixie looked down at the filly and saw something in her eyes that made her skepticism go away. She nodded and looked back down at the bottle on the floor. "We traveled across Equestria, father and daughter. We never stayed in any one place long enough to get to know anypony; just do our performance and move on. Needless to say, it is hard to make friends out of fans when you leave within a few days."

The bottle floated from the floor to Trixie's lips once more and she took a deep draught of the wine. She wiped her mouth off on her hoof and looked down at the filly. The sweet young filly who had comforted her and listened to her complain. The sweet filly who had given her what she needed most, what she_longed_ for; companionship.

"I'm sorry," she said.

"You don't have to keep saying that," Scootaloo said, "I'll get my scooter fixed tomorrow. Applebloom's a whiz with those things."

"I mean I'm sorry for putting all of this on you." Trixie said, "You came out here for something more than listening to a pathetic pony like me complain about their life."

"Not really," Scootaloo said, "I like talking to you miss Trixie."

"Just call me Trixie," the unicorn said, "I don't even deserve the title 'Miss'." She took another sip of her wine.

"Well...I feel better talking to you. Not better but...less bad. I feel like you want me here, which is _way_ more than I can say about my parents."

"Ah, right," Trixie said, "You mentioned your parents are not very attentive of you?"

"I think they'd prefer it if I didn't come home so often." Scootaloo said, her turn to look at the floor now with lowered ears, "I think that as long as I don't get foal services' attention they're at their happiest with me."

"At least you have friends like Applebroom who can help you with your problems." Trixie said.

"Applebloom," Scootaloo said, her ears becoming slightly more rigid, "But my friends don't need me either. They both got their cutie marks and now I'm just a distraction from them doing what they want to do now."

Trixie felt some compassion for the child. The filly's parents were alive, but not worth it. Trixie could not say for certain that she would prefer her parents deceased but loving for a time over living parents who did want her. Maybe the pain of loss was worth the feeling of being wanted, she thought. The very idea seemed like a distant dream to her. _That_ was a pain that Trixie could understand. And while Scootaloo's issue with her friends seemed trivial and selfish at best, Trixie could be compassionate to the child because she owed her that much.

The wine bottle floated up from the floor once more, but this time hovered by Scootaloo's face. "Here," Trixie said, "have a sip."

"I'm not old enough to drink," Scootaloo pointed out.

"Has that stopped you before?" Trixie asked. Scootaloo blushed but took the bottle in her hooves without further argument. Trixie smirked knowingly. Scootaloo only sipped at the wine as Trixie had been doing, but her sips seemed somewhat longer. "Besides, it's all I have."

"Oh!" Scootaloo said, stopping her drinking and holding the bottle out to Trixie, "I'm sorry, I shouldn't-"

"No, no, please," Trixie said, pushing the bottle back into the orange filly's chest, "It feels good to share. I think I'll enjoy half a bottle with you more than the whole thing myself." That was not so much a thought as a fact. Drinking brought her no solace, no numbness from the pain, no brief sensations of giddiness. All it did was blurr the passage of time and aide her in getting to sleep.

"Okay," Scootaloo said, smiling sheepishly as she took another sip. She had never felt so welcome before. Being invited to dinner with the Apples or sleeping overnight at Sweetie Belle's was always nice, and her friends and their families were always kind to her and never withheld the way her family did, but nopony had shared so much. Not the quantity- Scootaloo received more on a given day just for being a charming filly walking through the market with her friends- but what exactly it was. This wine was all Trixie had, and she wanted to share it. It felt very nice.

"Trixie?" she asked when she set the wine bottle back down. Trixie's horn flared and the wine floated up to her own mouth.

"Hmm?" Trixie asked while sipping.

"Do you want to be friends?"

This caused Trixie to almost gag on her mouthful of wine. She swallowed and patted herself on the chest as she coughed a few times. "W-what?" she asked breathlessly.

"I mean, if you don't want to I don't mind, but-"

"You want to be my _friend?_" Trixie asked, her eyes wide and full of awe. She felt her heart rise into her throat. Nopony, had _ever_ wanted to be her friend. Ponies had wanted to bask in her fame when she was at her height of popularity. Ponies had wanted to bed her during her brief stints through towns. Ponies had wanted much of her, but never friendship. Never.

"Sorry," Scootaloo said, cringing and seeming to try to shrink into something small and unnoticeable, "It was stu-" she was silenced by Trixie's hoof pressing against her mouth.

Scootaloo looked up at Trixie, expecting to see irritation or the haughty look she often saw in Diamond Tiara's or Silver Spoon's eyes, but instead she saw a smile. A very wet smile, dripping with tears, but a smile nonetheless.

"I've never had a friend before." Trixie said and pulled Scootaloo into another hug. "I love it though." Scootaloo blinked in surprise for a moment but hugged Trixie back nonetheless. Within seconds, the two were crying again.

Trixie couldn't believe it. She'd made a friend. A _real_ friend, that wanted to be with _her_ of all ponies. It meant more to her than all of the accolades and awards she had ever received in her life.

Once Trixie had calmed down she offered Scootaloo the wine again. "A toast!" she said, wiping her eyes with her blanket, "To friendship!"

"To friendship!" Scootaloo agreed, taking a mouthful of wine before passing it back to Trixie. She took a gulp as well.

"Do you care to talk about your other friends?" Trixie asked, curious as to what class of pony she could consider herself by becoming one of Scootaloo's friends.

"Yeah," Scootaloo said, her mood lifted now more than it had been earlier in the night. Seeing Trixie smile after all she had heard was quite heartening, plus the wine was making her a little giddy.

"My two best friends in the world are Applebloom and Sweetie Belle. Applebloom lives at Sweet Apple Acres with her family and she's really nice and good with tools and things. She's always good to go for a run through the forest or do something physical."

Trixie giggled a bit at that but nodded. "And Sweetie Belle?"

"She's awesome too," Scootaloo said, "She's not as outdoorsy as Applebloom but inside she's great at finding something fun to do or cause some mischief. She's also, like, the most creative pony in Ponyville. She lives with her sister most of the time which is good because her parents aren't from Ponyville and I wouldn't want her to move away."

"Anypony else?" Trixie asked.

"Eh," Scootaloo lifted her hoof and wavered it from side to side slightly. "Those two are the only ones I _really_ care about. I mean, I might have been complaining about them earlier, but I'd jump in front of a train to push them off the tracks."

"Wow," Trixie said, "That is...that is a strong assertion."

"And I mean it, too." Scootaloo said. Trixie nodded, believing the filly. There was nopony who would do that for Trixie, nor anypony that Trixie would do it for, but for Scootaloo she just might make the attempt. Right now, tonight, she certainly would. _Dieing right now for her would be the most worthwhile thing I've ever done._ she thought, her frown returning. She hid it from Scootaloo by taking the wine bottle for another sip.

"So...any colts you have your eye on?" Trixie asked with a slight smirk. It widened into an amused grin when Scootaloo blushed. Trixie gave her the bottle and pressed the question. "Well?"

"No." Scootaloo said.

"Really?" Trixie asked.

"Really." Scootaloo said, looking more glum than embarrassed, leading Trixie to believe her.

"Fillies?" Trixie asked. Scootaloo shook her head again. "Why do you look so upset?"

"Because my friends have coltfriends," Scootaloo said, letting out something that seemed a cross between a sigh and a whimper. Sweetie Belle is dating a colt named Rumble and Applebloom is dating Spike."

"Spike?" Trixie asked, "Isn't he a dragon, or am I thinking of someone else?"

"No, you're right." Scootaloo said. "I wish a colt would ask me out."

"Why don't you ask one out?" Trixie asked, "Surely there is a boy you like." Scootaloo did not say anything, she just shrugged and shook her head. "Or a filly?" Again, Scootaloo shrugged and shook her head, this time taking a sip from the bottle of wine.

"Nopony specifically," Scootaloo said, "I just never thought of that. I'm just tired of being the last one. The last one to make friends, the last one to be picked, the last one invited to the party, the last one to get her cutie mark, the last one to find a special somepony."

Trixie gently patted Scootaloo on the back. "Well you're a sweet kid," Trixie said.

"I haven't even had my first kiss yet," Scootaloo continued, almost despondently. She was feeling down again, thinking about everything she was always last in. She just felt like she could never keep up. She was about to say as much to Trixie when she felt a hoof gently hold her under her chin.

Trixie pulled the filly's head up slowly and gently, not forcing the movement but guiding it. She leaned forward and touched her lips to Scootaloo's and held the kiss for several seconds.

Scootaloo froze up. This was something beyond unexpected. She did not know what to do. It took a few seconds for her to realize that this wasn't something to be afraid of. It was a kiss. It was what she had been thinking about since Sweetie Belle had told her that Rumble had kissed her. It was what she had been jealous about since she saw Spike and Applebloom kiss.

But this kiss was different. Spike and Applebloom had made big, puckering lips and only touched their mouths together for a moment. Trixie's mouth was wrapped around hers and Scootaloo felt the older mare's tongue caressing her lips gently. Caringly. The longer she was enveloped in Trixie's legs the more she enjoyed the kiss. But just as she began to part her lips and return the sensation, it was over.

Trixie pulled away slowly, looking into Scootaloo's wide eyes with her own half closed. She smiled and spoke. "There. Now you've had your first kiss."

"Wow..." Scootaloo said, her lips tingling from the kiss. "That was awesome!" Her enthusiastic cheer gave Trixie cause to giggle. It was cut short when the filly leaned up against Trixie and kissed her back, this time putting in much more fervor and feeling; more than Trixie expected. This time it was the unicorn's turn to blink in surprise before giving in to the enjoyable sensation.

Scootaloo hugged Trixie while she kissed her and Trixie held Scootaloo close, letting the filly lead. She was not as experienced as Trixie, though, so Trixie guided her kiss slightly; poking her lips with her tongue to get her to open them wider and coaxing Scootaloo's tongue into her mouth with her own. Trixie leaned back and fell onto her bed while holding Scootaloo against her chest and the two pulled their mouths apart for a moment to exhale and inhale quickly before going back to kissing.

_Is this wrong?_ Trixie thought to herself, _I'm not a foalcon...I've never thought of doing this with a child...but she is quite pretty. She has such a cute athletic build and her flank is firm, just the way I like it._ She felt a stirring in her loins and knew that she wanted Scootaloo but, at the same time, did not want to do anything to Scootaloo. The slightest gesture in that direction could scar the child for life, and the last thing Trixie wanted was to hurt her first and only friend.

Scootaloo was having different thoughts. She was feeling happier here, on top of Trixie and wrapped in her forelegs than she had ever felt in her life. This kiss...this kiss was amazing! It was better than flying! It was better than racing through the streets of Ponyville on her scooter with her friends tailing along in their wagon. It was more awesome than when Rainbow Dash took Scootaloo under her wing. It was all she had ever hoped for and more!

Stopping for breath, Scootaloo beamed at Trixie. "This is awesome!" She said again, Trixie giggling in response. Scootaloo kissed her again, but only for a couple of seconds "My first kiss! Awesome awesome awesome!"

"That was your thir-" Trixie began to say before Scootaloo kissed her again. Her attitude was infectious and Trixie was having a hard time not chuckling while their lips were together. "And that makes four." she said once Scootaloo had pulled away again. Trixie's hooves slid down Scootaloo's back and brushed over her wings, causing the filly to twitch slightly and chuckle.

Trixie blinked at the reaction and slid her hooves back up to Scootaloo's wings, causing the filly to shudder again, this time earning more of a squeak from her than a chuckle. "Hey that tickles!" she said, biting her lower lip.

"Ticklish wings?" Trixie asked.

"Well, sorta," Scootaloo said, her cheeks a shade darker than normal. She had never told anypony about her wings before, but whenever she rubbed herself she liked to rub her wings as well.

"Sort of?" Trixie asked, smiling and lifting one of her eyebrows. Scootaloo chuckled and her cheeks flushed deeper in the candlelit cart. "Well...I rub them when I'm...you know." She glanced into Trixie's eyes and felt herself tense up. This was more embarrassing than she had thought. Why was she even saying this to her?

"What do I know?" Trixie asked. This was almost as much fun as kissing the filly. She knew what Scootaloo was talking about but was curious if she would say it herself.

"Um...when I touch myself...er...between my hind legs." Scootaloo managed to say. Trixie chuckled.

"Don't be embarrassed Scootaloo," She said, "I touch myself there too."

"Heh, I'm not that embarrassed," Scootaloo said, "I just never told another pony I did it. I know other ponies do it."

"And how do you know that?" Trixie asked, genuinely curious since she had thought Scootaloo too young to know much about sex and masturbation.

"Applebloom found some adult magazines in her sister's closet." Scootaloo said, "We looked at them and hid them in our clubhouse." Scootaloo's ears lowered and she looked away from Trixie, now truly embarrassed. "I uh...I asked them if they wanted to try some of the things we saw in the magazines. The stuff with mares with mares. For our cutie marks. They thought I was being silly."

"Aww," Trixie said, reaching up to gently caress Scootaloo. It was arousing to think of her looking at a pornographic magazine with her friends. The taboo was tantalizing. "I don't think you were being silly at all. You were only curious." This cheered Scootaloo up and she smiled at Trixie, who pulled her in for another kiss.

"So," Trixie said, "You like to rub your wings when you're clopping?"

"Clopping?" Scootaloo asked. So she was still a _little_ naive.

"That's what its called," Trixie said, "When you rub your marehood."

"Oh! Yeah, I like to rub my wings. It feels _really_ good. Like ten times better." Scootaloo explained.

"Well, if you would like," Trixie said, "I could rub your wings for you." As she offered this she ran her hooves back along Scootaloo's orange feathers. She moved them slower and more deliberately this time, causing Scootaloo to tremble and exhale.

"R-really?" Scootaloo asked. There were butterflies in her stomach at the idea. It sounded fun but at the same it made her nervous. Why? She had no idea why. Why was she even talking about this with Trixie? Instead of pondering the unusual situation further, Scootaloo nodded and said "I think that'd be cool."

Trixie rolled over to the side, depositing Scootaloo onto the mattress. "Want to do it now?" she asked. Scootaloo nodded; she was in the mood for it and had thought about doing it when she left, but if she didn't have to leave to 'clop', as Trixie called it, then so much the better.

Hesitantly, Scootaloo laid on her back and flared her wings out beneath her. They had grown large enough to spread across more than half of the bed from tip to tip in the past year. Trixie moved her forelegs to either side of Scootaloo's prone form and looked down at her with a soft smile.

Scootaloo returned the smile and Trixie had to resist the urge to say "Awww" aloud. The young filly's expression was too adorable not to feel that way.

Scootaloo swallowed and placed her right hoof on her lower body and began to stroke her stomach in small circles. She stared at Trixie while moving her hoof lower and lower, teasing herself into a higher state of desire. The moment her hoof touched her hidden folds her wings twitched and Trixie knew it was her turn.

Careful not to put much weight on her forelegs, Trixie placed her hooves on the tips of Scootaloo's wings and began to gently caress the small orange feathers. She had never been so close to a pegasus before and never stopped to consider their wings.

They were...odd. Trixie could not imagine having wings. They felt so frail beneath her hooves and, gauging from the way Scootaloo gasped at each of her slightest touches and movements, they were _very_ sensitive. _Much like my horn._she thought. If Scootaloo was deriving the same pleasure from her caressing her wings as Trixie got from her horn, then Trixie knew _exactly_ what Scootaloo was feeling right now.

Watching the filly's face twitch and her head move about in pleasure was arousing. Scootaloo's shallow gasps and pants kept Trixie's attention and she stared at the filly hungrily, only occasionally glancing down between their bodies to watch her orange hoof move rapidly around her wet sex. Trixie wanted to clop herself now but she wanted more to keep her hooves on Scootaloo's wings and keep adding to her pleasure.

After a minute Trixie could not resist the urge to kiss the filly and lowered her head to do so. Scootaloo's lips latched onto Trixie's hungrily, as if she had been waiting for Trixie to kiss her. Trixie could not keep the lust from her lips as she pressed Scootaloo's head down into the bed with the force of the kiss, her tongue entering the filly's mouth further than their previous kisses.

Trixie broke the kiss and slid her lips along the side of Scootaloo's mouth, kissing her cheek and chin before starting to gently suck on the side of her neck.

"Trixie..." Scootaloo gasped when she felt the tickling pleasure of the unicorn's mouth at her neck. Trixie moved her lips lower and was kissing a trail down Scootaloo's chest. The filly stopped rubbing herself as Trixie's lips drifted closer to her moving hoof. She remembered the magazines and remembered the pictures of two mares. Her mind was fuzzy with ecstasy and alcohol as she waited to see if Trixie was going to do what Scootaloo had been imagining her doing.

Trixie's lips halted just short of where Scootaloo wanted their touch the most. She let out a slightly dissatisfied groan that became a gasp of pleasure when Trixie caressed the base of her wings. As her back arched, Trixie kissed her between her thighs and Scootaloo gasped her name. With a smile on her lips, Trixie continued with her lips and tongue.

Scootaloo's head exploded with pleasure never before imagined. She thought that doing this would just be a fun way of feeling the same way her own hooves made her feel. The feeling of Trixie's tongue was mindblowing. It was unbelievable. It was...it was bringing something out of her. Scootaloo could feel a rising sensation. It was like the thrill of falling. The thrill of unadulterated speed. It rose within her, feeling so good she wanted to cry. Tears of joy were in her eyes and she did cry out, quite loudly.

Her first orgasm hit her harder than her first failed attempt at flight. Her hips bucked against Trixie's face and her wings flared out, rigid and surprisingly hard. Trixie felt more of Scootaloo's secret nectar on her tongue and drank it languidly.

She lifted her head as Scootaloo panted in the afterglow. A few gentle touches along her sides and her wings from Trixie elicited sharp gasp of residual pleasure. Trixie smiled at her and wiped her mouth off with the blanket before lowering herself beside Scootaloo and pulling her into a hug. She gently touched her lips to the filly's and was reciprocated with a passionate, if exhausted, kiss.

"That...was...awesome..." Scootaloo spoke through deep breaths.

"Yes you were." Trixie said. She glanced over her shoulder and used her horn to close the hatch to her cart. She had forgotten it was open but fortunately the night was empty and quiet and they were far from any eavesdroppers. The absence of moonlight dimmed the interior for a few minutes but her eyes soon adjusted to the candlelight.

Scootaloo dipped her head and rested her face in Trixie's neck, pulling herself deeper into the unicorn's embrace. She could feel Trixie's heart pounding against her cheek and kissed her chest. Trixie stroked her back and Scootaloo figured that now would be the best time to ask.

"Trixie? Can I try?"

"Hm?" Trixie asked, "Try what?

"What you just did." Scootaloo said, feeling nervous again. She was less nervous than when she was telling Trixie about rubbing herself but still felt awkward about it.

"Oh. Of course." Trixie said with a slight giggle. She wondered if Scootaloo would want to, or would even think to, but had no intention of asking. She was still rather surprised that she had done what she did. "You don't need to ask."

"I don't?" Scootaloo asked. Trixie realized that that was probably not such a cut-and-dry thing to say to someone as young as Scootaloo. _Licking her marehood isn't exactly age appropriate either._

"I mean, _you_ don't need to ask _me_," Trixie said, "I didn't ask you, did I?"

"No," Scootaloo conceded, "But I really _really_ wanted it."

"So do I," Trixie said, pecking her on the forehead. Scootaloo giggled and started to shuffle her way down the bed. Trixie rolled over onto her back and spread her legs while the giggling filly crawled between them.

Scootaloo stared at Trixie's exposed flower for a few seconds, licking her lips as she tried to figure out what to do. She thought about what Trixie had been doing but realized that all she could remember was how unbelievably good it felt. Doing her best to remember the pictures in the magazines, she kissed Trixie's pussy like she had kissed Trixie's mouth; lips parted slightly, head tilted, and used her tongue to enter the mare.

"Mmmmm," Trixie voiced her approval. It was clumsy but Trixie was so aroused that virtually any sensation was well recieved. Next time she would teach Scootaloo how to really please a mare. _Next time? Am I really planning to do this again? Mmmmm...yes...yes I think so._

Scootaloo was focused on Trixie's slit, using her tongue to move around as much as she could. She had opened her mouth as wide as it would go and wrapped her lips around as much skin as she could manage to plunge her tongue inside Trixie and wiggle it rapidly. Trixie enjoyed it and was soon gyrating her hips, but she was craving a different sort of attention.

"Mmmm, Scootaloo, did you enjoy how I touched your wings?" she asked while reaching down to pet the filly's head.

"Mmmhmm" Scootaloo answered, looking up at Trixie without removing her mouth.

"Well, if you touch my horn it feels just as good." Trixie said. That was more of an assumption, but it seemed a fair assumption. She supposed only alicorns would be able to compare the sensitivity of a horn to the sensitivity of wings.

There was a soft sucking sound as Scootaloo took her mouth off of Trixie's marehood. "Want me to rub your horn?" she asked.

"Please!" Trixie said, her eyes lighting up with excitement.

Scootaloo giggled and nibbled on her lower lip as she crawled away from the unicorn's lower half. She reached up and touched Trixie's horn, earning a soft "Mmmm" from Trixie. Encouraged, Scootaloo began to stroke her horn.

"Faster!" Trixie breathed, closing her eyes and focusing on the feeling of the filly's hoof on her horn. Each movement of Scootaloo's hoof felt great. It was rather difficult to mess up a hornjob as long as you were gentle, and the filly was being _very_ gentle. "Mmmmm yessss," Trixie said in a long, low tone. Her own hoof went down between her legs and continued where Scootaloo had left off. "Lick it!"

"Lick it?" Scootaloo asked, perplexed. She looked at Trixie's horn and then looked down at Trixie's marehood. _Well, I was licking her down there..._ she thought, figuring there couldn't be anything worse about the horn. She leaned forward and stuck her tongue out, touching the tip of Trixie's horn.

"Oooh!" Trixie moaned, moving her hoof faster, "Yes! Like that!" Encouraged, Scootaloo licked Trixie's horn again, this time moving her tongue up and down the magical appendage, trying to emulate as best she could how she had been licking Trixie's pussy. As she elicited more sounds of pleasure from Trixie, Scootaloo became more confident in her actions and even dared to take Trixie's horn into her mouth and sucked on it like a popsicle.

This was more than enough for Trixie. Not one to hold back her own pleasure, she moaned Scootaloo's name as she came, her hips bucking her hoof in orgasm and translucent blue magic aura erupting from horn like bolts of lightning.

As the magic bolts touched the insides of Scootaloo's mouth they tickled like fizzy soda or poprocks. The magic that touched her tongue gave off a flavor similar to raspberries. The sudden feeling and flavor surprised Scootaloo, though, so she pulled away and the magic coursed around her body, putting her mane on edge as the tingling sensation coursed through her.

"Oh...oh _yes_ Trixie gasped as she lay still, only her moving as she heaved deep breaths. Scootaloo shook her head a bit to clear the buzzing sensation from her head. When it was gone she saw the look of bliss on Trixie's face and was quite proud of herself for helping with that. She laid down next to her and cuddled into her side.

Trixie rolled over and rested her chin atop Scootaloo's head. Her horn glowed and a few magical orbs surrounded the candles. After a second the flames flickered out and the pair were shrouded in darkness. Trixie pulled the blanket she had over herself and Scootaloo and held her close as she closed her eyes.

_What am I going to do?_ she thought as she felt Scootaloo's breathing regulate and felt the filly fall asleep. She was a pedofoal now, and she had enjoyed it. She did not want to leave Scootaloo because the filly was the first pony to show Trixie any compassion. But could she show her face in Ponyville after what she had done there? After what she had just done here?

_I'll worry about it tomorrow._ she decided. Tonight, she would sleep holding someone she loved. And that would be enough.


End file.
